rbk Doc#10 Filed 05/22/16 Entered 05/22/16 15:06:06 Main Document Pg 1 of 44

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1 rbk Doc#10 Filed 05/22/16 Entered 05/22/16 15:06:06 Main Document Pg 1 of GLOBAL NOTES AND STATEMENT OF LIMITATIONS, METHODOLOGY AND DISCLAIMERS REGARDING DEBTORS' SCHEDULES OF ASSETS AND LIABILITIES AND STATEMENTS OF FINANCIAL AFFAIRS Buffets LLC ("Buffets") and its six direct and indirect subsidiaries, Hometown Buffet, Inc., OCB Restaurant Company, LLC, OCB Purchasing Co., Ryan's Restaurant Group, LLC, Tahoe Joe's, Inc., and Fire Mountain Restaurants, LLC, (together with Buffets, the "Debtors") submit the Schedules of Assets and Liabilities (the "Schedules") and Statements of Financial Affairs (the "Statements" and, together with the Schedules, the "Schedules and Statements") pursuant to section 521 of title 11 of the United States Code (the "Bankruptcy Code") and Rule 1007 of the Federal Rules of Bankruptcy Procedure. On March 7, 2016 (the "Petition Date"), the Debtors filed voluntary petitions for relief under chapter 11 of Bankruptcy Code with the United States Bankruptcy Court for the Western District of Texas (the "Bankruptcy Court"). The Debtors' chapter 11 cases have been consolidated for procedural purposes only and are being administered jointly under case number The Debtors are authorized to operate their businesses as debtorsin-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. The Schedules and Statements were prepared by the Debtors' management and are unaudited. While the Debtors management have made all reasonable efforts to ensure that the Schedules and Statements are accurate and complete based on available information at the time of preparation, inadvertent errors or omissions may exist and/or the subsequent receipt of information may result in material changes in financial and other data contained in the Schedules and Statements. Accordingly, the Debtors reserve their right to amend and/or supplement the Schedules and Statements from time to time as may be necessary or appropriate. Moreover, because the Schedules and Statements contain unaudited information that is subject to further review and potential adjustment, there can be no assurance that these Schedules and Statements are complete or accurate. The Debtors reserve all of their rights with respect to any causes of actions they may have against third parties, whether or not such causes of action are or are not listed as assets in their Schedules and Statements and neither these Global Notes nor the Schedules and Statements shall be deemed a waiver of any such causes of actions. These Global Notes and Statement of Limitations, Methodology and Disclaimers Regarding Debtors' Schedules of Assets and Liabilities and Statements of Financial Affairs (the "Global Notes") are incorporated by reference in, and comprise an integral part of, the Schedules and Statements, and should be referred to and reviewed in connection with any review of the Schedules and Statements. In the event that the Schedules and Statements differ from the Global Notes, the Global Notes shall control. General Comments Basis of Presentation. The Schedules and Statements reflect the separate assets and liabilities of each individual Debtor. For financial reporting purposes, Buffets historically has prepared consolidated financial statements, which included financial information for all of its subsidiaries and which in the past have been audited annually. These Schedules and Statements do not purport to represent financial statements prepared in accordance with Generally Accepted Accounting Principles ("GAAP"), nor are they intended to reconcile with the financial statements previously distributed to creditors. Additionally, it should also be noted that the Debtors use a consolidated cash management system at Buffets whereby Buffets pay substantially all liabilities and expenses. The Schedules and Statements have been signed by William R. Patterson, Chief Restructuring Officer. In reviewing and signing the Schedules and Statements, Mr. Patterson has relied upon the efforts, statements and representations of the officers of the Debtors and the accounting and non-accounting personnel of FMP SA Management Group, LLC, the management company of the Debtors who provides accounting, finance, and other management services. Mr. Patterson has not, and could not have, personally verified the accuracy of each such statement and representation, including statements and representations concerning amounts owed to creditors. { ;1}

2 rbk Doc#10 Filed 05/22/16 Entered 05/22/16 15:06:06 Main Document Pg 2 of Date of Valuations. Except as otherwise noted in the Schedules and Statements, the value of all assets and the amount of liabilities are as of the Petition Date, March 7, The Schedules and Statements reflect the Debtors' best effort to allocate the assets, liabilities, receipts and expenses to the appropriate Debtor entity "as of" such dates. All amounts are stated in United States currency. In some instances, the Debtors have used estimates or pro-rated amounts where actual data as of the aforementioned dates was not available. The Debtors have made a reasonable effort to allocate liabilities between the pre- and post-petition periods based on the information and research that was conducted in connection with the preparation of the Schedules and Statements. As additional information becomes available and further research is conducted, the Debtors may modify the allocation of liabilities between the pre- and post-petition periods and amend the Schedules and Statements accordingly. As it would be expensive and unduly burdensome to obtain current market valuations of the Debtors' property interests, unless otherwise noted, the carrying value of the Debtors' books (i.e. net book value), rather than the current market values, of the Debtors' interests in property and of the Debtors' liabilities, is reflected on the Debtors' Schedules and Statements. Employee Claims. Except Tahoe Joe s Inc., all employees and managers of the restaurants are employees of FMP Ovation Payroll, LLC ("FMP Ovation Payroll"). Following the acquisition of the entities in August, 2015, all employees were transferred from the Debtors (excluding Tahoe Joe s, Inc.) to FMP Ovation Payroll prior to the petition date. Buffets LLC's SOFA 2.4 contains a complete listing of the payments from the Debtors to FMP Ovation Payroll to fund payroll for the employees and managers of their restaurants. The Bankruptcy Court has entered an Order [see Docket No. 65 (the "Wage Order")] authorizing, but not directing, the continuation of ordinary course payroll and payroll related expenses. In the post-petition period, the Debtors have made disbursements for pre-petition payroll. Therefore, the claims for prepetition, unpaid wages are not scheduled. Intercompany Payables/Receivables. For purposes of these Schedules and Statements, the Debtors have reported intercompany payables and receivables on Schedules A/B and F as a net balance payable or receivable between the various Debtors. Acquisition in August On August 19, 2015, Alamo Ovation, LLC acquired Buffets Restaurants Holdings, Inc. (the "Merger"). Under the Merger, Alamo Ovation Acquisition, Inc., an acquisition subsidiary of Alamo Ovation, LLC, merged with and into Buffets Restaurants Holdings, Inc. with Buffets Restaurants Holdings, Inc. remaining as the surviving corporation. As a result of the Merger, Buffets Restaurants Holdings, Inc. became a wholly owned subsidiary of Alamo Ovation, LLC, a Texas limited liability company. Buffets Restaurants Holdings, Inc., is a holding company that wholly owns Buffets Holdings, LLC f/k/a Buffets Holdings, Inc., a Delaware limited liability company, which in turn wholly owns Buffets, LLC f/k/a Buffets, Inc., a Minnesota limited liability company, which both operates restaurants directly and is the sole parent of several other restaurant operating companies in the Debtor group. Buffets is the direct parent of the following Debtors: Hometown Buffet, Inc.; OCB Restaurant Company, LLC; OCB Purchasing Co.; and Ryan's Restaurant Group, LLC (collectively, the "Direct Buffets Subsidiaries"), through which various restaurants and restaurant functions are operated. The other Debtors, Tahoe Joe's, Inc. and Fire Mountain Restaurants, LLC, are indirectly owned by Buffets through one of the Direct Buffets Subsidiaries. Information contained in these Statements and Schedules from prior to August 19, 2015 is based on information provided to the Debtors as part of the Merger. The Debtors have made reasonable best efforts to review the financial information and ensure the information is accurate and complete, though inadvertent errors or omissions may exist. { ;1} 2

3 rbk Doc#10 Filed 05/22/16 Entered 05/22/16 15:06:06 Main Document Pg 3 of Management Company. Buffets LLC has a management contract with FMP Ovation LLC to provide management services to the Debtor companies. This contract commenced following the acquisition of the Debtor companies in August, The information contained herein prior to August 2015 was obtained as part of the acquisition of the companies. Gift Cards and Gift Certificates. The Debtors offer a Gift Card and Gift Certificate Program for its customers. As of March 7, 2016 Tahoe Joe s has a balance of $546,745 of Gift Card receipts on hand. Buffets, LLC reports a balance of $4,241,429, representing the Gift Card Receipt for Buffets, LLC and the other companies in the consolidated group. Because of the nature of these liabilities, it would be impossible for the Debtors to allocate to individual creditors. Therefore, these liabilities are reported in a consolidated manner in Schedule E/F as NonPriority Unsecured Claims. Schedules of Assets and Liabilities Schedule AB - Cash on Hand. Debtors hold a nominal amount of cash at each restaurant location. For purposes of the Schedules, each respective Debtor has reported cash on hand on a cumulative basis for its respective store base. Schedule D Secured Claims. As of the Petition Date, Buffets is the primary obligor on several term notes, the approximate principal amounts of which total in the aggregate $47,168,000 (the "Loans"). Buffets pledged all of its assets as collateral to secure the Loans. The Loans are guaranteed by each of the Debtors as well as the following non-debtors: Alamo Ovation, LLC, Buffet Restaurants Holdings, Inc. and Buffets Holdings, LLC. The secured claims are listed on Schedule D for each of the Debtors. Holders of secured claims by virtue of holding setoff rights against the Debtors or leasing equipment to the Debtors are not included on Schedule D. Lessors, utility companies and other parties which may hold security deposits have also not been listed on Schedule D. Schedule EF Unsecured Claims. Scheduled non-priority unsecured claim amounts are listed as of the Petition Date. The Bankruptcy Court has authorized, but not directed, the Debtors to, among others, (i) pay prepetition wages, salaries, and employee benefits, (ii) pay certain prepetition sales and use taxes, (iii) pay certain utility payments, (iv) continue customer programs (v) pay critical vendor claims, and (vi) pay claims brought pursuant to the Perishable Agriculture and Commodities Act. Allowed payments to certain prepetition creditors after the Petition Date have not be incorporated into the scheduled amounts. The actual allowed unpaid claim may differ from the amount scheduled. The Debtors reserve the right to amend the designation of any scheduled claim to "disputed", "contingent" or "unliquidated". The current designation, if any, of each claim is the Debtors best efforts to accurately schedule the claims. Any failure to designate a claim as "disputed", "contingent", or "unliquidated" does not constitute an admission by the Debtors that the claim is not "disputed", "contingent", or "unliquidated". Schedule G - Executory Contracts and Unexpired Leases The businesses of the Debtors are complex and many contracts were entered into prior to the Merger. Although every effort has been made to ensure the accuracy of Schedule G, inadvertent errors or omissions may have occurred. The Debtors hereby reserve all of their rights to (i) dispute the validity, status or enforceability of any contract, agreement or lease set forth in Schedule G and (ii) amend or supplement Schedule G as appropriate. Moreover, Schedule G is as of the Petition Date, thus any rejections, terminations or expirations since the Petition Date were not considered or included. The presence of a contract or agreement on Schedule G does not constitute an admission that such contract or agreement is an executory contract or unexpired lease. The contracts, agreements and leases listed on Schedule G may have expired or may have been rejected, terminated, modified, amended, or supplemented from time to time by { ;1} 3

4 rbk Doc#10 Filed 05/22/16 Entered 05/22/16 15:06:06 Main Document Pg 4 of various amendments, restatements, waivers, estoppel certificates, letter and other documents, instruments and agreements that may not be listed therein. The Debtors have made their best efforts to list their unexpired real property leases under the appropriate Debtor. As structured, the branded concepts of each particular store may not match the name of the Debtor. Omission of a contract, agreement or lease from Schedule G does not constitute an admission that such omitted contract or agreement is not an executory contract or unexpired lease. The Debtors' right under the Bankruptcy code with respect to any such omitted contract, agreement or lease are not impaired by their omission. Schedule G may be amended at any time to add any omitted contract, agreement or lease. Statements of Financial Affairs Payments to Creditors and Insiders. The Debtors operate a centralized cash management system whereby almost all disbursements are made through Buffets LLC without regard for the actual Debtor entity involved. As such, transfers within 90 days, or in the case of Insiders one year, of the Petition Date are recorded on Buffets LLC. { ;1} 4

5 rbk Doc#10 Filed 05/22/16 Entered 05/22/16 15:06:06 Main Document Pg 5 of Fill in this information to identify the case: Debtor name: Ryan's Restaurant Group, LLC United States Bankruptcy Court for the: Western District of Texas Case number (if known): Check if this is an amended filing Official Form 206Sum Summary of Assets and Liabilities for Non-Individuals 12/15 Part 1: Summary of Assets 1. Schedule A/B: Assets Real and Personal Property (Official Form 206A/B) 1a. Real property: Copy line 88 from Schedule A/B... $0.00 1b. Total personal property: Copy line 91A from Schedule A/B... $3,973, c. Total of all property: Copy line 92 from Schedule A/B... $3,973, Part 2: Summary of Liabilities 2. Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D) Copy the total dollar amount listed in Column A,, from line 3 of Schedule D... $48,726, Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F) 3a. Total claim amounts of priority unsecured claims: Copy the total claims from Part 1 from line 5a of Schedule E/F... $287, b. Total amount of claims of nonpriority amount of unsecured claims: Copy the total of the amount of claims from Part 2 from line 5b of Schedule E/F Total liabilities Lines 2 + 3a + 3b... $49,014, Official Form 206Sum Summary of Assets and Liabilities for Non-Individuals Page 1 of 1

6 rbk Doc#10 Filed 05/22/16 Entered 05/22/16 15:06:06 Main Document Pg 6 of Fill in this information to identify the case: Debtor name: Ryan's Restaurant Group, LLC United States Bankruptcy Court for the: Western District of Texas Case number (if known): Check if this is an amended filing Official Form 206A/B Schedule A/B: Assets Real and Personal Property 12/15 Disclose all property, real and personal, which the debtor owns or in which the debtor has any other legal, equitable, or future interest. Include all property in which the debtor holds rights and powers exercisable for the debtor's own benefit. Also include assets and properties which have no book value, such as fully depreciated assets or assets that were not capitalized. In Schedule A/B, list any executory contracts or unexpired leases. Also list them on Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G). Be as complete and accurate as possible. If more space is needed, attach a separate sheet to this form. At the top of any pages added, write the debtor s name and case number (if known). Also identify the form and line number to which the additional information applies. If an additional sheet is attached, include the amounts from the attachment in the total for the pertinent part. For Part 1 through Part 11, list each asset under the appropriate category or attach separate supporting schedules, such as a fixed asset schedule or depreciation schedule, that gives the details for each asset in a particular category. List each asset only once. In valuing the, do not deduct the value of secured claims. See the instructions to understand the terms used in this form. Part 1: Cash and cash equivalents 1. Does the debtor have any cash or cash equivalents?. Go to Part 2. þ Yes. Fill in the information below All cash or cash equivalents owned or controlled by the debtor Current value of 2. Cash on hand 2.1. CASH ON HAND $25, Checking, savings, money market, or financial brokerage accounts (Identify all) Name of institution (bank or brokerage firm) Type of account Last 4 digits of account number Current value of 3.1. $ 4. Other cash equivalents (Identify all) Description Name of institution Type of account Last 4 digits of account number Current value of 4.1. $ 5. Total of part 1 Add lines 2 through 4 (including amounts on any additional sheets). Copy the total to line 80. $25, Part 2: Deposits and prepayments 6. Does the debtor have any deposits or prepayments?. Go to Part 3. þ Yes. Fill in the information below Official Form 206A/B Schedule A/B: Assets Real and Personal Property Page 1 of 10

7 rbk Doc#10 Filed 05/22/16 Entered 05/22/16 15:06:06 Main Document Pg 7 of 7. Deposits, including security deposits and utility deposits Description, including name of holder of deposit 7.1. UTILITY Current value of $ KANSAS GAS SERVICE PO BOX TULSA OK UTILITY $ WESTAR ENERGY, INC. PO BOX TOPEKA KS Prepayments, including prepayments on executory contracts, leases, insurance, taxes, and rent Description, including name of holder of prepayment Current value of 8.1. $ 9. Total of part 2 Add lines 7 through 8. Copy the total to line 81. $ Part 3: Accounts receivable 10. Does the debtor have any accounts receivable?. Go to Part 4. þ Yes. Fill in the information below. Current value of 11. Accounts receivable Face amount Doubtful or uncollectible accounts 11a. 90 days old or less: $239, $0.00 =... $239,9.00 Face amount Doubtful or uncollectible accounts 11b. Over 90 days old: $ $0.00 =... $ Total of part 3 Current value on lines 11a + 11b = line 12. Copy the total to line 82. $239,9.00 Part 4: Investments 13. Does the debtor own any investments?. Go to Part 5. þ Yes. Fill in the information below. 14. Mutual funds or publicly traded stocks not included in Part 1 Name of fund or stock Valuation method used for current value Current value of $ Official Form 206A/B Schedule A/B: Assets Real and Personal Property Page 2 of 10

8 rbk Doc#10 Filed 05/22/16 Entered 05/22/16 15:06:06 Main Document Pg 8 of 15. Non-publicly traded stock and interests in incorporated and unincorporated businesses, including any interest in an LLC, partnership, or joint venture Name of entity % of ownership FIRE MOUNTAIN RESTAURANTS, LLC % 16. Government bonds, corporate bonds, and other negotiable and non-negotiable instruments not included in Part 1 Describe $ 17. Total of part 4 Add lines 14 through 16. Copy the total to line 83. Part 5: Inventory, excluding agriculture assets 18. Does the debtor own any inventory (excluding agriculture assets)?. Go to Part 6. þ Yes. Fill in the information below. General description 19. Raw materials Date of the last physical inventory Net book value of debtor's interest (Where available) Valuation method used for current value Current value of $ $ 20. Work in progress $ $ 21. Finished goods, including goods held for resale $ $ 22. Other inventory or supplies General description Date of the last physical inventory Net book value of debtor's interest Valuation method used for current value Current value of RESTAURANT INVENTORY 3/2/2016 $98, LOWER OF COST OR MARKET $98, Total of part 5 Add lines 19 through 22. Copy the total to line Is any of the property listed in Part 5 perishable? þ Yes 25. Has any of the property listed in Part 5 been purchased within 20 days before the bankruptcy was filed? No $98, þyes Book value: Valuation method: Current value: 26. Has any of the property listed in Part 5 been appraised by a professional within the last year? Official Form 206A/B Schedule A/B: Assets Real and Personal Property Page 3 of 10

9 rbk Doc#10 Filed 05/22/16 Entered 05/22/16 15:06:06 Main Document Pg 9 of Part 6: Farming and fishing-related assets (other than titled motor vehicles and land) 27. Does the debtor own or lease any farming and fishing-related assets (other than titled motor vehicles and land)?. Go to Part 7.. Fill in the information below. General description 28. Crops either planted or harvested Net book value of debtor's interest (Where available) Valuation method used for current value Current value of $ $ 29. Farm animals. Examples: Livestock, poultry, farm-raised fish $ $ 30. Farm machinery and equipment (Other than titled motor vehicles) $ $ 31. Farm and fishing supplies, chemicals, and feed $ $ 32. Other farming and fishing-related property not already listed in Part $ $ 33. Total of part 6 Add lines 28 through 32. Copy the total to line Is the debtor a member of an agricultural cooperative?. Is any of the debtor s property stored at the cooperative? 35. Has any of the property listed in Part 6 been purchased within 20 days before the bankruptcy was filed? Book value: $ Valuation method: Current value: $ 36. Is a depreciation schedule available for any of the property listed in Part 6? 37. Has any of the property listed in Part 6 been appraised by a professional within the last year? $0.00 Part 7: Office furniture, fixtures, and equipment; and collectibles 38. Does the debtor own or lease any office furniture, fixtures, equipment, or collectibles?. Go to Part 8. þ Yes. Fill in the information below. Official Form 206A/B Schedule A/B: Assets Real and Personal Property Page 4 of 10

10 rbk Doc#10 Filed 05/22/16 Entered 05/22/16 15:06:06 Main Document Pg 10 of General description Net book value of debtor's interest (Where available) Valuation method used for current value Current value of 39. Office furniture $ $ 40. Office fixtures $ $ 41. Office equipment, including all computer equipment and communication systems equipment and software Net book value of debtor's interest Valuation method used for current value Current value of STORE 2287 $114, Net Book Value $114, STORE 2391 $103, Net Book Value $103, STORE 2281 $0.00 Net Book Value $ STORE 2345 $126, Net Book Value $126, STORE 0000 $0.00 Net Book Value $ STORE 2436 $165, Net Book Value $165, STORE 2218 $166, Net Book Value $166, STORE 2221 $0.00 Net Book Value $ STORE 2263 $0.00 Net Book Value $ STORE 24 $0.00 Net Book Value $ STORE 2186 $0.00 Net Book Value $ Collectibles. Examples: Antiques and figurines; paintings, prints, or other artwork; books, pictures, or other art objects; china and crystal; stamp, coin, or baseball card collections; other collections, memorabilia, or collectibles $ $ 43. Total of part 7 Add lines 39 through 42. Copy the total to line 86.. Is a depreciation schedule available for any of the property listed in Part 7? þ Yes 45. Has any of the property listed in Part 7 been appraised by a professional within the last year? $676, Part 8: Machinery, equipment, and vehicles 46. Does the debtor own or lease any machinery, equipment, or vehicles?. Go to Part 9.. Fill in the information below. Official Form 206A/B Schedule A/B: Assets Real and Personal Property Page 5 of 10

11 rbk Doc#10 Filed 05/22/16 Entered 05/22/16 15:06:06 Main Document Pg 11 of General description Include year, make, model, and identification numbers (i.e., VIN, HIN, or N-number) Net book value of debtor's interest (Where available) (Where available) 47. Automobiles, vans, trucks, motorcycles, trailers, and titled farm vehicles Valuation method used for current value Current value of $ $ 48. Watercraft, trailers, motors, and related accessories. Examples: Boats, trailers, motors, floating homes, personal watercraft, and fishing vessels $ $ 49. Aircraft and accessories $ $ 50. Other machinery, fixtures, and equipment (excluding farm machinery and equipment) $ $ 51. Total of part 8 Add lines 47 through 50. Copy the total to line Is a depreciation schedule available for any of the property listed in Part 8? 53. Has any of the property listed in Part 8 been appraised by a professional within the last year? $0.00 Part 9: Real property 54. Does the debtor own or lease any real property?. Go to Part 10. þ Yes. Fill in the information below. Description and location of property Include street address or other description such as Assessor Parcel Number (APN), and type of property (for example, acreage, factory, warehouse, apartment or office building), if available. Nature and extent of in property Net book value of debtor's interest (Where available) Valuation method used for current value Current value of 55. Any building, other improved real estate, or land which the debtor owns or in which the debtor has an interest OPERATING LEASE NA NA NA BUILDING REALTY INCOME CORPORATION EL CAMINO REAL SAN DIEGO CA OPERATING LEASE NA NA NA BUILDING REALTY INCOME ILLINOIS PROPERTIES 4, LLC REALTY INCOME CORPORATION EL CAMINO REAL SAN DIEGO CA Official Form 206A/B Schedule A/B: Assets Real and Personal Property Page 6 of 10

12 rbk Doc#10 Filed 05/22/16 Entered 05/22/16 15:06:06 Main Document Pg 12 of Description and location of property Include street address or other description such as Assessor Parcel Number (APN), and type of property (for example, acreage, factory, warehouse, apartment or office building), if available. Nature and extent of in property Net book value of debtor's interest (Where available) Valuation method used for current value Current value of 55. Any building, other improved real estate, or land which the debtor owns or in which the debtor has an interest OPERATING LEASE NA NA NA BUILDING REALTY INCOME ILLINOIS PROPERTIES 4, LLC REALTY INCOME CORPORATION EL CAMINO REAL SAN DIEGO CA OPERATING LEASE NA NA NA BUILDING REALTY INCOME ILLINOIS PROPERTIES 4, LLC REALTY INCOME CORPORATION EL CAMINO REAL SAN DIEGO CA OPERATING LEASE NA NA NA BUILDING REALTY INCOME ILLINOIS PROPERTIES 4, LLC REALTY INCOME CORPORATION EL CAMINO REAL SAN DIEGO CA Total of part 9 Add the current value on lines 55. Copy the total to line Is a depreciation schedule available for any of the property listed in Part 9? 58. Has any of the property listed in Part 9 been appraised by a professional within the last year? $0.00 Part 10: Intangibles and intellectual property 59. Does the debtor have any interests in intangibles or intellectual property?. Go to Part 11. þ Yes. Fill in the information below. General description 60. Patents, copyrights, trademarks, and trade secrets Net book value of debtor's interest (Where available) Valuation method used for current value Current value of TRADE MARK NA TRADE MARK NA TRADE MARK NA Official Form 206A/B Schedule A/B: Assets Real and Personal Property Page 7 of 10

13 rbk Doc#10 Filed 05/22/16 Entered 05/22/16 15:06:06 Main Document Pg 13 of TRADE MARK NA TRADE MARK NA TRADE MARK NA TRADE MARK NA TRADE MARK NA TRADE MARK NA TRADE MARK NA 61. Internet domain names and websites Net book value of debtor's interest Valuation method Current value of $ $ 62. Licenses, franchises, and royalties $ $ 63. Customer lists, mailing lists, or other compilations $ $ 64. Other intangibles, or intellectual property $ $ 65. Goodwill $ $ 66. Total of part 10 Add lines 60 through 65. Copy the total to line Do your lists or records include personally identifiable information of customers (as defined in 11 U.S.C. 101(41A) and 107)? 68. Is there an amortization or other similar schedule available for any of the property listed in Part 10? 69. Has any of the property listed in Part 10 been appraised by a professional within the last year? Part 11: All other assets 70. Does the debtor own any other assets that have not yet been reported on this form? Include all interests in executory contracts and unexpired leases not previously reported on this form.. Go to Part 12. þ Yes. Fill in the information below. Official Form 206A/B Schedule A/B: Assets Real and Personal Property Page 8 of 10

14 rbk Doc#10 Filed 05/22/16 Entered 05/22/16 15:06:06 Main Document Pg 14 of 71. Notes receivable Current value of Description (include name of obligor) Total face amount Doubtful or uncollectible amount Current value of $ - $ =... $ 72. Tax refunds and unused net operating losses (NOLs) Description (for example, federal, state, local) Tax refund amount NOL amount Tax year Current value of $ $ $ 73. Interests in insurance policies or annuities Insurance company Insurance policy No. Annuity issuer name Annuity account type Annuity account No. Current value of $ 74. Causes of action against third parties (whether or not a lawsuit has been filed) Nature of claim Amount requested Current value of $ $ 75. Other contingent and unliquidated claims or causes of action of every nature, including counterclaims of the debtor and rights to set off claims Nature of claim Amount requested Current value of $ $ 76. Trusts, equitable or future interests in property $ 77. Other property of any kind not already listed Examples: Season tickets, country club membership RESTRICTED DEPOSITS $22, INV IN SUBS-EQUITY CONTRIB $ INTERCOMPANY RECEIVABLE $2,910, Total of part 11 Add lines 71 through 77. Copy the total to line Has any of the property listed in Part 11 been appraised by a professional within the last year? $2,932, Official Form 206A/B Schedule A/B: Assets Real and Personal Property Page 9 of 10

15 rbk Doc#10 Filed 05/22/16 Entered 05/22/16 15:06:06 Main Document Pg 15 of Part 12: Summary In Part 12 copy all of the totals from the earlier parts of the form. Type of property 80. Cash, cash equivalents, and financial assets. Copy line 5, Part 1. Current value of personal property $25, Current value of real property 81. Deposits and prepayments. Copy line 9, Part 2. $ Accounts receivable. Copy line 12, Part 3. $239, Investments. Copy line 17, Part Inventory. Copy line 23, Part 5. $98, Farming and fishing-related assets. Copy line 33, Part 6. $ Office furniture, fixtures, and equipment; and collectibles. Copy line 43, Part 7. $676, Machinery, equipment, and vehicles. Copy line 51, Part 8. $ Real property. Copy line 56, Part $ Intangibles and intellectual property. Copy line 66, Part All other assets. Copy line 78, Part $2,932, Total. Add lines 80 through 90 for each column....91a. $3,973, b. $ Total of all property on Schedule A/B. Lines 91a + 91b = $3,973, Official Form 206A/B Schedule A/B: Assets Real and Personal Property Page 10 of 10

16 rbk Doc#10 Filed 05/22/16 Entered 05/22/16 15:06:06 Main Document Pg 16 of Fill in this information to identify the case: Debtor name: Ryan's Restaurant Group, LLC United States Bankruptcy Court for the: Western District of Texas Case number (if known): Check if this is an amended filing Official Form 206D Schedule D: Creditors Who Have Claims Secured by Property 12/15 Be as complete and accurate as possible. 1. Do any creditors have claims secured by debtor s property?. Check this box and submit page 1 of this form to the court with debtor s other schedules. Debtor has nothing else to report on this form. þ Yes. Fill in all of the information below. Part 1: List Creditors Who Have Secured Claims 2. List in alphabetical order all creditors who have secured claims. If a creditor has more than one secured claim, list the creditor separately for each claim. Column A Amount of Claim Do not deduct the value of collateral. Column B Value of collateral that supports this claim 2.1. Creditor's name and address Describe debtor s property that is subject to a lien ALAMO CRG, LLC Creditor s address, if known Date debt was incurred: 8/19/2015 Do multiple creditors have an interest in the same property? þ Yes. Have you already specified the relative priority?. Specify each creditor, including this creditor, and its relative priority. PARI PASSU WITH ALL OTHER CREDITORS SECURED BY ALL ASSETS OF THE COMPANY. The relative priority of creditors is specified on lines: ALL ASSETS OF THE COMPANY Describe the lien TERM NOTE PAYABLE DATED AUGUST 19, 2015, COLLATERALIZED BY ALL ASSETS OF THE COMPANY Is the creditor an insider or related party? þ Yes Is anyone else liable on this claim? þ Yes. Fill out Schedule H: Codebtors (Official Form 206H). Contingent Unliquidated Disputed $6,198, Official Form 206D Schedule D: Creditors Who Have Claims Secured by Property Page 1 of 5

17 rbk Doc#10 Filed 05/22/16 Entered 05/22/16 15:06:06 Main Document Pg 17 of 2.2. Creditor's name and address Describe debtor s property that is subject to a lien ALAMO CRG, LLC Creditor s address, if known Date debt was incurred: 12/31/2015 Do multiple creditors have an interest in the same property? þ Yes. Have you already specified the relative priority?. Specify each creditor, including this creditor, and its relative priority. þ Yes. The relative priority of creditors is specified on lines: 2.1 ALL ASSETS OF THE COMPANY Describe the lien TERM NOTE PAYABLE DATED DECEMBER 31, 2015, COLLATERALIZED BY ALL ASSETS OF THE COMPANY. Is the creditor an insider or related party? þ Yes Is anyone else liable on this claim? þ Yes. Fill out Schedule H: Codebtors (Official Form 206H). Contingent Unliquidated Disputed $2,066, Creditor's name and address Describe debtor s property that is subject to a lien ALL JONES, LLC Creditor s address, if known Date debt was incurred: 8/18/2015 Do multiple creditors have an interest in the same property? þ Yes. Have you already specified the relative priority?. Specify each creditor, including this creditor, and its relative priority. þ Yes. The relative priority of creditors is specified on lines: 2.1 ALL ASSETS OF THE COMPANY Describe the lien TERM NOTE PAYABLE DATED AUGUST 18, 2015,COLLATERALIZED BY ALL ASSETS OF THE COMPANY. Is the creditor an insider or related party? þ Yes Is anyone else liable on this claim? þ Yes. Fill out Schedule H: Codebtors (Official Form 206H). Contingent Unliquidated Disputed $8,264, Official Form 206D Schedule D: Creditors Who Have Claims Secured by Property Page 2 of 5

18 rbk Doc#10 Filed 05/22/16 Entered 05/22/16 15:06:06 Main Document Pg 18 of 2.4. Creditor's name and address Describe debtor s property that is subject to a lien BPTX HOLDINGS, LLC Creditor s address, if known Date debt was incurred: 8/18/2015 Do multiple creditors have an interest in the same property? þ Yes. Have you already specified the relative priority?. Specify each creditor, including this creditor, and its relative priority. þ Yes. The relative priority of creditors is specified on lines: 2.1 ALL ASSETS OF THE COMPANY Describe the lien TERM NOTE PAYABLE DATED AUGUST 18, 2015,COLLATERALIZED BY ALL ASSETS OF THE COMPANY. Is the creditor an insider or related party? þ Yes Is anyone else liable on this claim? þ Yes. Fill out Schedule H: Codebtors (Official Form 206H). Contingent Unliquidated Disputed $8,264, Creditor's name and address Describe debtor s property that is subject to a lien DAYSPRING OPERATING, LLC Creditor s address, if known Date debt was incurred: 8/18/2015 Do multiple creditors have an interest in the same property? þ Yes. Have you already specified the relative priority?. Specify each creditor, including this creditor, and its relative priority. þ Yes. The relative priority of creditors is specified on lines: 2.1 ALL ASSETS OF THE COMPANY Describe the lien TERM NOTE PAYABLE DATED AUGUST 18, 2015,COLLATERALIZED BY ALL ASSETS OF THE COMPANY. Is the creditor an insider or related party? þ Yes Is anyone else liable on this claim? þ Yes. Fill out Schedule H: Codebtors (Official Form 206H). Contingent Unliquidated Disputed $8,264, Official Form 206D Schedule D: Creditors Who Have Claims Secured by Property Page 3 of 5

19 rbk Doc#10 Filed 05/22/16 Entered 05/22/16 15:06:06 Main Document Pg 19 of 2.6. Creditor's name and address Describe debtor s property that is subject to a lien FMP SA MANAGEMENT GROUP, LLC Creditor s address, if known Date debt was incurred: 8/18/2015 Do multiple creditors have an interest in the same property? þ Yes. Have you already specified the relative priority?. Specify each creditor, including this creditor, and its relative priority. þ Yes. The relative priority of creditors is specified on lines: 2.1 ALL ASSETS OF THE COMPANY Describe the lien TERM NOTE PAYABLE DATED AUGUST 18, 2015,COLLATERALIZED BY ALL ASSETS OF THE COMPANY. Is the creditor an insider or related party? þ Yes Is anyone else liable on this claim? þ Yes. Fill out Schedule H: Codebtors (Official Form 206H). Contingent Unliquidated Disputed $7,404, Creditor's name and address Describe debtor s property that is subject to a lien LARRAC INV., LLC SERIES Z Creditor s address, if known Date debt was incurred: 8/18/2015 Do multiple creditors have an interest in the same property? þ Yes. Have you already specified the relative priority?. Specify each creditor, including this creditor, and its relative priority. þ Yes. The relative priority of creditors is specified on lines: 2.1 ALL ASSETS OF THE COMPANY Describe the lien TERM NOTE PAYABLE DATED AUGUST 18, 2015,COLLATERALIZED BY ALL ASSETS OF THE COMPANY. Is the creditor an insider or related party? þ Yes Is anyone else liable on this claim? þ Yes. Fill out Schedule H: Codebtors (Official Form 206H). Contingent Unliquidated Disputed $8,264, Total of the dollar amounts from Part 1, Column A, including the amounts from the Additional Page, if any. $48,726, Part 2: List Others to Be Notified for a Debt Already Listed in Part 1 Official Form 206D Schedule D: Creditors Who Have Claims Secured by Property Page 4 of 5

20 rbk Doc#10 Filed 05/22/16 Entered 05/22/16 15:06:06 Main Document Pg 20 of List in alphabetical order any others who must be notified for a debt already listed in Part 1. Examples of entities that may be listed are collection agencies, assignees of claims listed above, and attorneys for secured creditors. If no others need to be notified for the debts listed in Part 1, do not fill out or submit this page. If additional pages are needed, copy this page. Name and address 3.1. DYKEMA COX SMITH DEBORAH D WILLIAMSON 112 E PECAN ST. STE 1800 SAN ANTONIO TX DYKEMA COX SMITH MARK E ANDREWS 112 E PECAN ST. STE 1800 SAN ANTONIO TX DYKEMA COX SMITH PATRICK L HUFFSTICKLER 112 E PECAN ST. STE 1800 SAN ANTONIO TX DYKEMA COX SMITH DEBORAH D WILLIAMSON 112 E PECAN ST. STE 1800 SAN ANTONIO TX DYKEMA COX SMITH MARK E ANDREWS 112 E PECAN ST. STE 1800 SAN ANTONIO TX DYKEMA COX SMITH PATRICK L HUFFSTICKLER 112 E PECAN ST. STE 1800 SAN ANTONIO TX On which line in Part 1 did you enter the related creditor? Line 2.1 Line 2.1 Line 2.1 Line 2.2 Line 2.2 Line 2.2 Last 4 digits of account number for this entity Official Form 206D Schedule D: Creditors Who Have Claims Secured by Property Page 5 of 5

21 rbk Doc#10 Filed 05/22/16 Entered 05/22/16 15:06:06 Main Document Pg 21 of Fill in this information to identify the case: Debtor name: Ryan's Restaurant Group, LLC United States Bankruptcy Court for the: Western District of Texas Case number (if known): Check if this is an amended filing Official Form 206E/F Schedule E/F: Creditors Who Have Unsecured Claims 12/15 Be as complete and accurate as possible. Use Part 1 for creditors with PRIORITY unsecured claims and Part 2 for creditors with NONPRIORITY unsecured claims. List the other party to any executory contracts or unexpired leases that could result in a claim. Also list executory contracts on Schedule A/B: Assets - Real and Personal Property (Official Form 206A/B) and on Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G).Number the entries in Parts 1 and 2 in the boxes on the left. If more space is needed for Part 1 or Part 2, fill out and attach the Additional Page of that Part included in this form. Part 1: List All Creditors with PRIORITY Unsecured Claims 1. Do any creditors have priority unsecured claims? (See 11 U.S.C. 507).. Go to Part 2. þ Yes. Go to line List in alphabetical order all creditors who have unsecured claims that are entitled to priority in whole or in part. If the debtor has more than 3 creditors with priority unsecured claims, fill out and attach the Additional Page of Part Priority creditor s name and mailing address CHAMPAIGN FINANCE DEPARTMENT 102 N NEIL ST CHAMPAIGN IL Contingent Unliquidated Disputed Total claim $ Priority amount $ Nonpriority amount $0.00 2/1/2016 TAXES Last 4 digits of account number: Specify Code subsection of PRIORITY unsecured claim:11 U.S.C. 507(a) (8) 2.2. Priority creditor s name and mailing address CITY OF MOLINE TH AVE MOLINE IL Contingent Unliquidated Disputed Total claim $2, Priority amount $2, Nonpriority amount $0.00 2/1/2016 TAXES Last 4 digits of account number: Specify Code subsection of PRIORITY unsecured claim:11 U.S.C. 507(a) (8) Official Form 206E/F Schedule E/F: Creditors Who Have Unsecured Claims Page 1 of 16

22 rbk Doc#10 Filed 05/22/16 Entered 05/22/16 15:06:06 Main Document Pg 22 of 2.3. Priority creditor s name and mailing address CITY OF MT VERNON - FINANCE DEPARTMENT PO BOX 1708 MT. VERNON IL Contingent Unliquidated Disputed Total claim $1, Priority amount $1, Nonpriority amount $0.00 2/1/2016 TAXES Last 4 digits of account number: Specify Code subsection of PRIORITY unsecured claim:11 U.S.C. 507(a) (8) 2.4. Priority creditor s name and mailing address EFFINGHAM COUNTY TREASURER PO BOX 399 EFFINGHAM IL Contingent Unliquidated Disputed Total claim $48, Priority amount $48, Nonpriority amount $0.00 1/1/2015 TAXES Last 4 digits of account number: Specify Code subsection of PRIORITY unsecured claim:11 U.S.C. 507(a) (8) 2.5. Priority creditor s name and mailing address GREENVILLE COUNTY TREASURER 301 UNIVERSITY RIDGE SUITE 700 GREENVILLE SC Contingent Unliquidated Disputed Total claim $17, Priority amount $17, Nonpriority amount $0.00 1/1/2016 TAXES Last 4 digits of account number: Specify Code subsection of PRIORITY unsecured claim:11 U.S.C. 507(a) (8) Official Form 206E/F Schedule E/F: Creditors Who Have Unsecured Claims Page 2 of 16

23 rbk Doc#10 Filed 05/22/16 Entered 05/22/16 15:06:06 Main Document Pg 23 of 2.6. Priority creditor s name and mailing address GREENVILLE COUNTY, SOUTH CAROL PO BOX GREENVILLE SC Contingent Unliquidated Disputed Total claim $15, Priority amount $15, Nonpriority amount $0.00 1/1/2015 TAXES Last 4 digits of account number: Specify Code subsection of PRIORITY unsecured claim:11 U.S.C. 507(a) (8) 2.7. Priority creditor s name and mailing address ILLINOIS DEPARTMENT OF REVENUE RETAILERS OCCUPATIONAL TAX SPRINGFIELD IL Contingent Unliquidated Disputed Total claim $50, Priority amount $50, Nonpriority amount $0.00 2/1/2016 TAXES Last 4 digits of account number: Specify Code subsection of PRIORITY unsecured claim:11 U.S.C. 507(a) (8) 2.8. Priority creditor s name and mailing address JEFFERSON COUNTY TREASURER P. O. BOX 568 MT. VERNON IL Contingent Unliquidated Disputed Total claim $42, Priority amount $42, Nonpriority amount $0.00 7/1/2014 TAXES Last 4 digits of account number: Specify Code subsection of PRIORITY unsecured claim:11 U.S.C. 507(a) (8) Official Form 206E/F Schedule E/F: Creditors Who Have Unsecured Claims Page 3 of 16

24 rbk Doc#10 Filed 05/22/16 Entered 05/22/16 15:06:06 Main Document Pg 24 of 2.9. Priority creditor s name and mailing address JOHNSON W 75TH STREET SHAWNEE KS Contingent Unliquidated Disputed Total claim $35, Priority amount $35, Nonpriority amount $0.00 1/1/2016 TAXES Last 4 digits of account number: Specify Code subsection of PRIORITY unsecured claim:11 U.S.C. 507(a) (8) Priority creditor s name and mailing address JOHNSON COUNTY TREASURER PO BOX 2902 SHAWNEE MISSION KS Contingent Unliquidated Disputed Total claim $ Priority amount $ Nonpriority amount $0.00 1/1/2016 TAXES Last 4 digits of account number: Specify Code subsection of PRIORITY unsecured claim:11 U.S.C. 507(a) (8) Priority creditor s name and mailing address KANSAS SALES & EXCISE TAX 915 SW HARRISON ST TOPEKA KS Contingent Unliquidated Disputed Total claim $17, Priority amount $17, Nonpriority amount $0.00 2/1/2016 TAXES Last 4 digits of account number: Specify Code subsection of PRIORITY unsecured claim:11 U.S.C. 507(a) (8) Official Form 206E/F Schedule E/F: Creditors Who Have Unsecured Claims Page 4 of 16

25 rbk Doc#10 Filed 05/22/16 Entered 05/22/16 15:06:06 Main Document Pg 25 of Priority creditor s name and mailing address WILLIAMSON COUNTY COLLECTOR 407 N MONROE STE 104 MARION IL Contingent Unliquidated Disputed Total claim $56, Priority amount $56, Nonpriority amount $0.00 1/1/2015 TAXES Last 4 digits of account number: Specify Code subsection of PRIORITY unsecured claim:11 U.S.C. 507(a) (8) Official Form 206E/F Schedule E/F: Creditors Who Have Unsecured Claims Page 5 of 16

26 rbk Doc#10 Filed 05/22/16 Entered 05/22/16 15:06:06 Main Document Pg 26 of Part 2: List All Creditors with NONPRIORITY Unsecured Claims 3. List in alphabetical order all of the creditors with nonpriority unsecured claims. If the debtor has more than 6 creditors with nonpriority unsecured claims, fill out and attach the Additional Page of Part Nonpriority creditor s name and mailing address ALBRITTEN, TERRI VS RYAN FAMILY STEAKHOUSE C/O EEOC-ATLANTA DISTRICT OFFICE 100 ALABAMA STREET, S.W. ATLANTA GA isputed LITIGATION 3.2. Nonpriority creditor s name and mailing address ALI LATOCHE AND JOHN LATOCHE VS RYAN'S FAMILY STEAKHOUSE 103 BALON RD PATTON PA isputed LITIGATION 3.3. Nonpriority creditor s name and mailing address ALISA GRAHAM AND DAMON THOMAS VS RYAN'S STEAKHOUSE, FIRE MOUNTAIN RESTAURANT, OVATION BRANDS, FOOD MANAGEMENT PARTNERS CANE MARKET RD WALKER LA isputed LITIGATION Official Form 206E/F Schedule E/F: Creditors Who Have Unsecured Claims Page 6 of 16

27 rbk Doc#10 Filed 05/22/16 Entered 05/22/16 15:06:06 Main Document Pg 27 of 3.4. Nonpriority creditor s name and mailing address BACCI, JACOB V. RYAN'S RESTAURANT C/O EEOC - PITTSBURGH AREA OFFICE 1000 LIBERTY AVENUE ROOM 1112 PITTSBURGH PA isputed LITIGATION 3.5. Nonpriority creditor s name and mailing address BARTOK, GAIL V. RYAN'S FAMILY STEAKHOUSE C/O EEOC - CLEVELAND FIELD OFFICE EEOC, AJC FED BLDG 1240 E 9TH ST. STE 3001 CLEVELAND OH 199 isputed LITIGATION 3.6. Nonpriority creditor s name and mailing address BLAKEY, CORNEL V. RYAN'S 2355 C/O MISSOURI COMMISSION ON HUMAN RIGHTS 1410 GENESSEE, SUITE 260 KANSAS CITY MO isputed LITIGATION Official Form 206E/F Schedule E/F: Creditors Who Have Unsecured Claims Page 7 of 16

28 rbk Doc#10 Filed 05/22/16 Entered 05/22/16 15:06:06 Main Document Pg 28 of 3.7. Nonpriority creditor s name and mailing address BUTLER, RON V. RYAN'S 2188 C/O SOUTH CAROLINA DEPARTMENT OF LABOR LICENSING & REGULATIONS OFFICE OF INVESTIGATIONS & ENFORCEMENT 110 CENTERVIEW DR. COLUMBIA SC isputed LITIGATION 3.8. Nonpriority creditor s name and mailing address CHAVEZ JOSEF C/O KS DEPT OF LABOR 401 SW TOPEKA BLVD FRANKFORT KY isputed WORKERS COMPENSATION 3.9. Nonpriority creditor s name and mailing address FREDA FORD V. RYAN'S STEAKHOUSE 4511 YAGER LN LOUISVILLE KY isputed LITIGATION Official Form 206E/F Schedule E/F: Creditors Who Have Unsecured Claims Page 8 of 16

29 rbk Doc#10 Filed 05/22/16 Entered 05/22/16 15:06:06 Main Document Pg 29 of Nonpriority creditor s name and mailing address GARY SMITH V. BUFFETS, INC., RYAN'S RESTAURANT GROUP, INC. RYAN'S FAMILY STEAK HOUSE, AND DOES C/O PAUL D. LOVE 605 E RACE SEARCY, AR E RACE SEARCY AR isputed LITIGATION Nonpriority creditor s name and mailing address GIBBONS, CYNTHIA V. RYAN'S JOHN BROWN LAW OFFICE 2116 CUMBERLAND AVENUE MIDDLESBORO KY isputed UNFILED DEMANDS/POTENTIAL LITIGATION Nonpriority creditor s name and mailing address GLADYS LUMPKIN VS RYAN'S FAMILY STEAKHOUSE EASST INC, A CORPORATION D/B/A RYAN'S 611 WENZKY RD ANDERSON SC isputed LITIGATION Official Form 206E/F Schedule E/F: Creditors Who Have Unsecured Claims Page 9 of 16